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Terms & Conditions
To ensure a good and pleasant professional relationship with our clients, it is important that we share the same knowledge about how we will work together. These Terms & Conditions apply to the services of KrachtBundel.
Article 1 Applicability
1.1. These conditions apply to all offers and agreements of KrachtBundel, hereinafter referred to as the Contractor, make or conclude with the Client.
1.2. A Client is any natural or legal entity whom is (or will be) in a contractual relationship or agreement with the Contractor.
1.3. Deviation from the articles in these Terms & Conditions is only possible in writing. The other articles in these Terms & Conditions, which are not explicitly deviated from, will remain in full force and effect. The agreed deviation apply only to the agreement in which that diviaton is agreed.
1.4. In addition to these Terms & Conditions, if personally indicated in writing, additional Terms & Conditions may apply to the services of the Contractor. If there are differences between the additional Terms & Conditions and these Terms & Conditions, then the provisions of the additional Terms & Conditions prevail over these Terms & Conditions, unless otherwise stipulated in personalized writing.
1.5. If one of the provisions of these Terms & Conditions is null and void (or found to conflict with current or future laws), a valid provision which corresponds to the void or conflicting provision as closely as possible, will be deemed to have replaced that provision. The same applies to provisions on which the Contractor cannot rely for other reasons. The other provisions of these Terms & Conditions will always remain in force.
1.6. If these Terms & Conditions once applied, they are also without explanation applies to new agreements between the Client and the Contractor, unless otherwise agreed.
1.7. The applicability of Terms and Conditions used by the Client is explicitly rejected, unless agreed in writing by the Contractor.
1.8. The Contractor is authorized to make use of (services or products of) third parties in the performance of agreements, at its own discretion. These Terms & conditions also apply in that situation.
Article 2 Offers and Agreements
2.1. Offers and prices are without obligation and valid for thirty days, unless indicated otherwise in writing. Offers and prices are based on the wishes expressed by the Client. The offer includes a description of the services to be provided.
2.2. The offer provides insight into how the price has been established; based on an hourly rate or based on a fixed agreed price. If no fixed price has been agreed, the price factors (hourly rate, time spent, possible use of materials and/or equipment, etc.) will be named and the Contractor will specify how many hours, materials and/or equipment have been used after the assignment has ended.
2.3. An agreement is concluded the moment a quotation, in whatever way, is handed over to the Client and where the Client clearly accepts the quotation, signs the quotation, or allows its execution to commence.
2.4. A compound quotation does not oblige the Contractor to perform part of the assignment against a corresponding part of the price stated in the quotation.
2.5. If during the execution of the agreement it appears that for a proper execution it is necessary to change or expand the services to be provided, the parties will adjust the agreement accordingly in mutual consultation. Any (financial) consequences of this change are recorded between the parties.
2.6. The Client and the Contractor agree that by making use of electronic forms of communication, a valid agreement will be concluded as soon as the condition of 2.3. is completed. The absence of an ordinary signature does not affect the binding force of the offer and the acceptance thereof. The electronic files of the Contractor hereby serve as proof, etc. insofar as the law permits.
2.7. Information and communications provided by telephone or e-mail are mentioned as accurately as possible. However, the Contractor does not guarantee that all prices, products and/or services are fully in accordance with the information provided.
2.8. Errors or mistakes in brochures, quotations, order confirmations and agreements do not bind the Contractor.
2:9. The times and periods stated in quotations, order confirmations or agreements are indicative. Client cannot derive any rights from this. If in the opinion of the Client there is a strict deadline, this must be explicitly agreed in writing between the parties.
2.10. The Contractor is free to determine how the assignment will be executed, in the performance of the agreement.
Article 3 Prices
3.1. All prices are in Euros and excluding VAT, unless otherwise stated in writing.
3.2. Any costs, to be incurred for the implementation of the agreement, are at the expense of the Client, unless stated otherwise in writing.
3.3. Client owes the price that the Contractor has communicated in its quotation or order confirmation.
3.4. Apparent errors in the quotation can always be corrected by the Contractor even after the agreement has been concluded.
3.5. If the Contractor and the Client have agreed that the Contractor concludes an agreement with a third party on behalf of the Client and this third party increases its prices, then the Contractor is entitled to pass on en charge the new prices to the Client with immediate effect.
Article 4 Payment
4.1. Invoices must be paid within fourteen days of the invoice date, unless agreed otherwise in writing.
4.2. Contractor is always entitled to invoice the total price of an assignment in parts.
4.3. For assignments with a duration of more than one month, the costs will be charged periodically, unless otherwise agreed in writing.
4.4. If the Client does not pay within the agreed period, the Client will be in default without the need for a notice of default.
4.5. In the event of non-payment or late payment by the Client, the Client owes interest of 1.5% per month from the day on which payment should have been made until the day of full payment of the outstanding balance. Part of a month counts as a full month.
4.6. Objections to the content or amount of invoices do not suspend the payment obligation of the Client.
4.7. The Client will also be responsible for all (extra) judicial costs, of whatever nature, that the Contractor had to incur as a result of the Client’s failure to fulfill his (payment) obligations. The extrajudicial costs are 15% of the principal amount, with a minimum of € 200.00 excluding VAT.
4.8. In the event of non-compliance with the (payment) obligations by the Client, the Contractor is entitled to terminate the agreement with immediate effect or to suspend (further) delivery of services until the Client has fully complied with the (payment) obligations, including the payment of interest and other costs.
4.9. Client does not have the right of settlement, suspension, dissolution due to shortcoming and/or destruction, unless this is provided for in these general terms and conditions. Contractor has the right to settle all that it has to claim from the Client, whether or not due and payable.
Article 5 Implementation of services
5.1. Client is obliged to provide all data and information requested by the Contractor. In addition, the Client is obliged to provide the Contractor with all other facts and circumstances that may be important for the correct execution of the agreement. The Client guarantees the correctness and completeness of all data and information provided to the Contractor.
5.2. If the Contractor is dependent on information to be provided by the Client in the performance of an agreement, the Client cannot hold the Contractor liable for failure to fulfill its obligations, as long as the Client has not provided all the required information (in time). Any costs of (acquiring) this information and/or due to cancellation/delay as a result of the non-availability of this information in time are at the expense of the Client.
5.3. If and to the extent that a proper execution of the agreement requires this, the Contractor has the right to have certain work done by third parties.
5.4. If work is carried out by the Contractor or third parties engaged by it within the framework of the assignment at the location of the client or a location designated by the client, the client will provide the facilities reasonably required by those employees free of charge.
5.5. If the Client ascertains or can reasonably ascertain that the Contractor has failed to perform its services, Client must immediately inform the Contractor of this in writing, stating and motivating the reasons. Contractor will be granted a reasonable term by the Client to repair the defect, if possible. All costs are for the account of the Client unless there is liability of the Contractor as stipulated in these conditions.
5.6. Agreements concluded between the Contractor and the Client are entered into for an indefinite period of time, unless the agreement provides otherwise or the parties have agreed otherwise in writing.
5.7. Agreements concluded between the Contractor and the Client that relate to the periodic provision of services for the Client are entered into for a period of one year, unless otherwise agreed in writing.
5.8. Contractor is entitled to annually index the price agreements.
5.9. An agreement entered into for a definite period of time will be tacitly renewed for the same period each time, unless one of the parties cancels the agreement in writing with due observance of a notice period of one calendar month prior to the end of the (extended) contract period.
5.10. An agreement that has been entered into for an indefinite period of time can be terminated in writing by each of the parties after proper business consultation and with a statement of reasons, whereby a cancellation period of at least one calendar month must be observed.
5.11. A cancellation must always be made by registered letter.
Article 6 Complaints
6.1 Client is obliged to check immediately after the delivery or completion of services provided whether the services provided have been performed or delivered properly.
6.2. The services provided by the Contractor are deemed to have been fully accepted and approved by the Client if the Client does not state within two weeks after delivery of the services, by registered letter, a substantiated statement of the parts on which the services provided were not performed or delivered properly. Complaints submitted after this period will not be accepted.
6.3. The contractor must be able to check submitted complaints. If agreed, a written statement will be drawn up that must be signed by the Client and the Contractor.
6.4. If, in the opinion of the Contractor, the complaint is correct, the Contractor will either pay fair compensation up to the amount of the invoice value of the service provided or provide a service comparable to (the part of) the service that is being complained about.
Article 7 Retention of title
7.1. All goods delivered or made available by the Contractor to the Client, including any drawings, plans, software, (electronic) files, etc., remain the property of the Contractor until the Client has fulfilled all obligations arising from all agreements concluded with the Contractor.
7.2 The Client is never entitled to make the goods delivered or made available to the Client, available to third parties, without prior permission from the Contractor.
Article 8 Guarantee and Liability
8.1. Unless explicitly agreed otherwise in writing, there is always a best efforts basis on the part of the Contractor towards the Client. Therefore, no guarantee can be given with regard to the result of the services provided by the Contractor.
8.2. If and insofar as within the framework of the Contractor, service activities are thrown away, destroyed or otherwise assigned to another destination, the Client is always responsible for this. The Contractor only advises, but does not make decisions (without the Client’s approval).
8.3. The advice provided by the Contractor is free of obligation and the Client cannot derive any rights from it.
8.4. Contractor is not obliged to compensate damage to Client or third parties, unless there is intent or gross negligence on its part.
8.5. The Contractor is not liable for damage of any nature whatsoever, if the damage is caused by the submission of incorrect and/or incomplete data by the Client.
8.6. The contractor does not accept any liability for indirect, consequential or commercial damage, missed savings and loss of profit or turnover.
8.7. If the Contractor, for whatever reason, is obliged to compensate for any damage, then that compensation is at most the amount of the part on the invoice for which compensation has been requested.
8.8. The Contractor is never liable for damage by a third party, even if it has been hired or suggested by teh he Contractor. The damage will be settled between the Client and the third party without the intervention of the Contractor and without costs for the Contractor.
8.9. The Client indemnifies the Contractor against any claim that third parties assert against the Contractor with regard to the implementation of an agreement concluded with the Contractor, insofar as the law does not prevent the Client from being liable for such damage and costs.
8.10. A ground that may give rise to a claim for compensation must be reported to the Contractor in writing (by registered letter) at the latest within two weeks after the Client has discovered or could reasonably have discovered the damage. In the event of defects, the right to compensation will lapse.
Article 9 Force majeure
9.1. In case of force majeure, the Contractor is not obliged to fulfill its obligations towards the Client, or the obligation is suspended for the duration of the force majeure.
9.2. Force majeure is understood to mean any independent circumstance as a result of which the fulfillment of obligations towards the Client is wholly or partially, temporarily or not temporarily, prevented or made more difficult. This circumstance includes illness, transport problems, strikes, fire, business disruptions, energy disruptions, disruptions in a (telecommunications) network/connection or of used communication systems and/or the unavailability of employees of the Contractor at any time, untimely deliveries from suppliers or other engaged third parties or the failure to obtain a (issued) permit/license from the government.
9.3. If a period of force majeure lasts longer than six months, the parties are entitled to terminate the agreement in writing by registered letter, without affecting one of the parties being entitled to compensation.
Article 10 Confidentiality
10.1. Parties are obliged to maintain the confidentiality of all confidential information that they have received from each other or from another source in the context of their agreement. Information is considered confidential if this is stated by the other party or if this results from the nature of the information.
10.2. The Contractor takes appropriate technical and organizational measures to protect personal data against loss or against any form of unlawful processing. Unlawful forms of processing include data corruption, unauthorized access, modification or disclosure.
10.3. The measures ensure an appropriate level of security. That means ensuring these measures, taking into account the state of the art and the cost of implementing a security appropriate to the risks to protect the processing and the nature of data entail.
10.5. If, on the basis of a legal provision or a court decision, the Contractor is obliged to provide confidential information to third parties designated by law or the competent court, the Contractor is not obliged to pay any compensation. Furthermore the Client is not entitled to terminate the agreement in that case.
Article 11 Intellectual ownership
11.1. The Client expressly acknowledges that all intellectual property rights of displayed information, communications, drawings, plans or other expressions with regard to the services provided are vested in the Contractor or other entitled parties.
11.2. The Client is prohibited from making use of or making changes to the intellectual property rights as described in this article, such as, for example, the reproduction of a design, unless with the written permission of the Contractor or other entitled parties.
11.3. The Client indemnifies the Contractor against claims from third parties with regard to intellectual property rights on materials or data provided by the Client and used in the execution of the agreement.
Article 12 Suspension and termination
12.1. Contractor is entitled to suspend the fulfillment of its obligations or terminate the agreement if:
a Client does not (fully) fulfill its obligations under the agreement;.
b. After the agreement has been concluded, the Contractor becomes aware of circumstances that give good reason to fear that the Client will not be able to fulfill its obligations;
c. When concluding the agreement, the client was requested to provide security for the fulfillment of its obligations under the agreement and this security is not provided or is insufficient.
12.2. The Contractor may terminate the agreement if circumstances arise that are of such a nature that fulfillment of the agreement is impossible or if circumstances otherwise arise that are such that unaltered maintenance of the agreement cannot reasonably be expected.
12.3. The Contractor may terminate the agreement in whole or in part with immediate effect, without notice of default and without judicial intervention, if the Client requests or obtains a suspension of payment (whether or not provisional), is or is declared bankrupt, or if the enterprise of the Client is liquidated or terminated. Contractor will never be obliged to pay any compensation due to this termination.
12.4. The Contractor may also terminate the agreement with immediate effect if it appears during the execution of the agreement that, for whatever reason, it is not possible to achieve the agreed result.
12.5. Amounts invoiced by the Contractor and/or still to be invoiced in connection with the work it has already carried out in the performance of the agreement, remain indebted and become immediately due and payable at the time of termination of the agreement.
12.6. If the Contractor has made things available to the Client in the performance of the agreement, the Client is obliged to return the delivered goods in their original state within five days after termination or dissolution of the agreement, free of defects and in full. If the Client fails to comply with this obligation, all costs ensuing therefrom shall be borne by the Client.
Article 13 Training
13.1. Within the framework of these general terms and conditions, Training means all training, workshops and/or other meetings that are provided by the Contractor.
13.2. The Contractor reserves the right to refuse registrations for a Training without giving reasons.
13.3. The Contractor reserves the right to cancel a Training or to merge groups of participants in the event of insufficient registrations. The Contractor will inform the Client in a timely manner thereof.
13.4. If a specific training is provided to one client, the Contractor may, if desired, adjust the material (presentations, teaching materials, etc.) used for the training. The Client is authorized herein to apply changes only twice.
13.5. Unless explicitly agreed otherwise, the rates applied by the Contractor for the Training are exclusiding VAT. The amount of participation costs owed by the Client to the Contractor is payable in advance and must be credited to the bank account of the Contractor indicated on the invoice before the start of the Training. If payment has not been made on time, the Contractor has the right to refuse participation in the training. The participation costs, however, remain undiminished.
Article 14 Cancellation
14.1 Cancellation of an agreement by the Client is only legally valid if it is made in writing. For written cancellations by post, the date of the postmark is decisive for the time of cancellation. In the event of cancellation by e-mail or electronically, the time of receipt of the message by the Contractor is decisive for the time of cancellation.
14.2. Unless explicitly agreed otherwise in writing, the following cancellation costs apply. Client can cancel free of charge up to two weeks before the start of the agreement. In the event of cancellation within two to one weeks before the start of the agreement, the Client will owe 50% of the costs. In the event of cancellation within a week before the start of the agreement, the Client owes the Contractor 100% of the costs.
14.3 If external costs are incurred for the agreement in question, then these costs are always 100% due, regardless of the cancellation period. If third parties are engaged for the relevant agreement for which costs are incurred that cannot be canceled, then these costs are always 100% due, regardless of the cancellation period.
14.4. If the Client or participant(s) appointed by the Client does not participate in the agreement or does not participate in the agreement without timely cancellation, the Client owes the Contractor 100% of the costs.
14.5. In the event that the Client or a participant appointed by the Client is unable to attend, the Client is entitled to have a replacement participate. This replacement applies to the entire agreement.
14.6. Appointments can be canceled by the Contractor at any time in the event of illness, disability and/or other circumstances that prevent the Contractor from carrying out the assignment. Cancellation by the Contractor does not entitle the Client to dissolve the agreement or to any (damage) compensation.
Article 15 Vouchers
15.1. A Voucher is any Cadeau-, Gift- and Discount Coupon that is issued by the Contractor (both electronically and printed), for which the Client receives a reduction on the invoice amount.
15.2. A Voucher with a unique code is only issued once. You must carefully store this Voucher (including the code). No compensation will be paid in the event of theft (including the use of the code by unauthorized third parties) or loss (including the (accidental) deletion of emails). Only original Vouchers and codes can be used and must be provided to the Contractor on request.
15.3. The Contractor reserves the right to accept a Voucher only upon receipt of the original Voucher (in the case of an electronic Voucher, the e-mail sent by the Contractor to the Client that contains the code) and, in the event of improper use, to demand payment in cash from the Client.
15.4. The nature, value, duration, expiration date and/or any other applicable specific conditions of use can be found on the Voucher or in the message (e-mail) in which the code is included. Every Voucher is valid for a certain period. After the expiry date, the Voucher can no longer be used.
15.5. Vouchers issued by the Contractor can only be exchanged for purchases and/or services from the Contractor.
15.6. Vouchers or their residual value cannot be exchanged for money.
15.7. The residual value of a Voucher can be used for subsequent orders and is not transferable.
15.8. It is not permitted to change, falsify, undermine or otherwise affect Vouchers or their operation (including hacking). Every (attempted) fraud or other unauthorized action is registered and leads to the use of Vouchers being denied.
15.9. A maximum of one Voucher may be redeemed per assignment, with a maximum of 25% of the total costs of the assignment, unless stated otherwise.
Article 16 Personal
16.1 Contractor is the (processing) responsible for the purposes of the Data Protection Act (DPA) and the General Data Protection Regulation (GDPR) and is therefore responsible for the protection of (personal)data that is sent or processed and/or processed by the equipment and/or software of the Contractor for the benefit of the Client.
16.2 Client indemnifies Contractor against all claims for breach of privacy.
16.3 To the extent that Customer is authorized, Client expressly consents to the inclusion of its (personal) data in the Contractor’s personal registration for administration and management purposes. This data will not be provided to third parties, except in cases where the Contractor is obliged to do so by law or a court decision or when the Client has given his explicit permission for this.
16.4 As a editor/processor within the meaning of the DPA and the DGPR, the Contractor is responsible for the protection of personal data whose use by the Contractor is necessary for the correct execution of the agreement and it will indemnify the Contractor in the event that the Contractor is legally addressed by a person on the grounds of an invasion of privacy as a result of an act or omission on the part of the Client.
Article 17 Applicable law
17.1. All quotations, order confirmations and agreements are only subject to Dutch law.
Article 18 Arbitration clause
18.1. In case of a dispute between Parties as to the interpretation or application of a present agreement, or further agreements resulting therefrom, the Parties concerned shall seek to achieve a friendly settlement of the dispute through negotiation or any other peaceful means of their choice, including submission of the dispute to an arbitral tribunal whose decisions shall be binding upon the Parties.
18.2. All disputes arising in connection with the present agreement, or further agreements resulting therefrom, shall be settled in accordance with the Arbitration Rules of the Netherlands Arbitration Institute. The arbitral tribunal shall be composed of one arbitrator. A dispute is deemed to be present as soon as one of the parties declares so.
18.3. Consolidation of the arbitral proceedings with other arbitral proceedings, as provided for in Article 1046 of the Dutch Code of Civil Procedure and Article 39 of the Arbitration Rules of the Netherlands Arbitration Institute, is excluded.
18.4. Disputes are submitted to the competent court in the district where the Contractor is located, unless the law expressly another judge as competent classifies. The proceedings shall be conducted in the Dutch language.
Groningen/Veendam, June 24th, 2019 (version 5)
Chamber of Commerce 02084480